-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FbYoWwWKY9o9iQ0HZEjGK5kSoQ+AoRFDbBQ39JUcb6KDbP/blxRxlrYiqr30y1ve WVGikTn8p/kQOc2Rgo5diQ== 0000891618-98-005102.txt : 19981203 0000891618-98-005102.hdr.sgml : 19981203 ACCESSION NUMBER: 0000891618-98-005102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980909 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981123 DATE AS OF CHANGE: 19981202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORKS ASSOCIATES INC/ CENTRAL INDEX KEY: 0000890801 STANDARD INDUSTRIAL CLASSIFICATION: 7372 IRS NUMBER: 770316593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20558 FILM NUMBER: 98757831 BUSINESS ADDRESS: STREET 1: 3965 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089883832 MAIL ADDRESS: STREET 1: 3965 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: MCAFEE ASSOCIATES INC DATE OF NAME CHANGE: 19930328 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 9, 1998 NETWORKS ASSOCIATES, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 0-20558 77-0316593 - - --------------------- ------------------------------------ (Commission File No.) (IRS Employer Identification Number)
3965 Freedom Circle Santa Clara, California 95054 ---------------------------------------- (Address of Principal Executive Offices) (408) 988-3832 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 2 Item 2. Acquisition or Disposition of Assets On September 11, 1998, Networks Associates, Inc. (the "Company") filed Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1 dated August 3, 1998 reporting its acquisition of control of CyberMedia, Inc. ("CyberMedia"), a provider of desktop utility software solutions. Pursuant to the tender offer, on September 9, 1998, the Company accepted for payment approximately 97% of the outstanding CyberMedia shares in exchange for $9.50 per share in cash. On September 10, 1998, a subsidiary of the Company merged into CyberMedia in a transaction in which CyberMedia shares not tendered were converted into the right to receive the same per share cash price paid in the tender offer. Total cash paid to former CyberMedia stockholders was approximately $130.9 million. The total purchase price including transaction costs and assumed net liabilities was approximately $160.9 million. Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired The financial statements of CyberMedia required pursuant to Rule 3-05 of Regulation S-X were previously reported in CyberMedia's Registration Statement on Form 10-K, as filed with the Securities and Exchange Commission on March 30, 1998, CyberMedia's Registration Statement on Form 10-Q, as filed with the Securities and Exchange Commission on May 15, 1998, and CyberMedia's Registration Statement on Form 10-Q, as filed with the Securities and Exchange Commission on August 14, 1999 and pursuant to General Instruction B.3. of Form 8-K are not additionally reported herein. (b) Pro Forma Financial Information Pro forma financial statements for Networks Associates, Inc., showing the pro forma effects of the acquisition of CyberMedia are submitted herewith as shown in Item 7(c) following. (c) Exhibits 2.1 Agreement and Plan of Merger by and among Networks Associates, Inc., CyberMedia, Inc. and Cyclone Acquisition Corp. dated July 28, 1998. Incorporated by reference from CyberMedia, Inc.'s Schedule 14D-1, filed by the Company on August 3, 1998. CyberMedia, Inc.'s filings with the Securities and Exchange Commission were made under file number 0-21289. 99.1 Pro Forma Financial Statements of Networks Associates, Inc. (a) Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1997 (Unaudited) (b) Notes to Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1997 (Unaudited) (c) Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 1998 (Unaudited) (d) Notes to Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 1998 (Unaudited)
-2- 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NETWORKS ASSOCIATES, INC. Dated: November 23, 1998 By: /s/ PRABHAT K GOYAL ----------------------- Prabhat K. Goyal Chief Financial Officer -3- 4 NETWORKS ASSOCIATES, INC. CURRENT REPORT ON FORM 8-K INDEX TO EXHIBITS
Exhibit No. Description - - ----------- ----------- 2.1 Agreement and Plan of Merger by and among Networks Associates, Inc., CyberMedia, Inc. and Cyclone Acquisition Corp. dated July 28, 1998. Incorporated by reference from CyberMedia, Inc.'s Schedule 14D-1, filed by the Company. on August 3, 1998. CyberMedia, Inc.'s filings with the Securities and Exchange Commission were made under file number 0-21289. 99.1 Pro Forma Financial Statements of Networks Associates, Inc. (a) Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1997 (Unaudited) (b) Notes to Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1997 (Unaudited) (c) Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 1998 (Unaudited) (d) Notes to Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 1998 (Unaudited)
-4- EX-99.1 2 PRO FORMA FINANCIAL STATEMENTS 1 EXHIBIT 99.1 NETWORKS ASSOCIATES, INC. PRO FORMA INFORMATION The accompanying pro forma condensed consolidated statements of operations have been derived from the historical financial statements of Networks Associates, Inc. and Cybermedia, Inc. and adjust such information to give effect to the acquisition of Cybermedia. The pro forma condensed consolidated statements of operations for the year ended December 31, 1997 and the nine months ended September 30, 1998 assume that the acquisition of Cybermedia occurred on January 1, 1997. The pro forma information is not necessarily indicative of the actual results that would have occurred had the transactions been in effect on the dates and for the periods indicated or which may result in the future. This pro forma information should be read in conjunction with the notes thereto and the historical financial information. 2 NETWORKS ASSOCIATES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands, except per share data) (unaudited)
NETWORKS PRO FORMA PRO FORMA ASSOCIATES CYBERMEDIA ADJUSTMENTS COMBINED ---------- ---------- ----------- --------- Net Revenue $ 727,229 $ 71,227 $ 798,456 --------- --------- --------- Cost of Revenue 132,952 14,477 147,429 Research and Development 100,597 9,333 109,930 Sales and Marketing 208,356 39,464 247,820 General and Administrative 78,817 6,940 85,757 Amortization of Intangibles 6,135 $ 8,725 (1) 14,140 (720)(2) Acquisition and related costs 188,671 11,341 200,012 --------- --------- --------- --------- Total operating expenses 715,528 81,555 8,005 805,088 Income (loss) from operations 11,701 (10,328) (8,005) (6,632) Interest and other income/exp, net 20,366 1,170 -- 21,536 --------- --------- --------- --------- Income (loss) before taxes 32,067 (9,158) (8,005) 14,904 Provision for taxes 68,982 2,582 10,104 (3) 81,668 --------- --------- --------- --------- Net loss $ (36,915) $ (11,740) $ (18,109) $ (66,764) ========= ========= ========= ========= Net loss per share - basic $ (0.30) -- $ (0.53) ========= ========= Shares used in per share calculation - basic 124,901 -- 124,901 ========= ========= Net loss per share - diluted $ (0.30) -- $ (0.53) ========= ========= Shares used in per share calculation - diluted 124,901 -- 124,901 ========= =========
3 NETWORKS ASSOCIATES, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997 (UNAUDITED) (1) Represents amortization of goodwill and other intangibles associated with the CyberMedia acquisition over a seven and a three year amortization period, respectively. (2) Represents the reduction in CyberMedia's executive compensation costs to reflect the acquisition. (3) Represents income tax effects of including CyberMedia's operating results and the pro forma adjustments set forth above. 4 NETWORKS ASSOCIATES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (in thousands, except per share data) (unaudited)
NETWORKS PRO FORMA PRO FORMA ASSOCIATES CYBERMEDIA ADJUSTMENTS COMBINED ---------- ---------- ----------- --------- Net Revenue $ 699,850 $ 7,418 $ 707,268 --------- --------- --------- --------- Cost of Revenue 132,245 7,738 139,983 Research and Development 95,202 7,771 102,973 Sales and Marketing 198,677 34,731 233,408 General and Administrative 53,557 23,780 (1,701)(1) 61,876 (13,760)(2) Amortization of Intangibles 9,932 6,544 (3) 16,476 Acquisition and related costs 339,772 339,772 --------- --------- --------- --------- Total operating expenses 829,385 74,020 (8,917) 894,488 Income (loss) from operations (129,535) (66,602) 8,917 (187,220) Interest and other income and expense, net 13,689 431 -- 14,120 --------- --------- --------- --------- Income (loss) before taxes (115,846) (66,171) 8,917 (173,100) Provision for taxes 77,241 199 (20,772)(4) 56,668 --------- --------- --------- --------- Net income (loss) $(193,087) $ (66,370) $ 29,689 $(229,768) ========= ========= ========= ========= Net income (loss) per share - basic $ (1.47) -- $ (1.75) ========= ========= ========= Shares used in per share calculation - basic 131,428 -- 131,428 ========= ========= ========= Net income (loss) per share - diluted $ (1.47) -- $ (1.75) ========= ========= ========= Shares used in per share calculation - diluted 131,428 -- 131,428 ========= ========= =========
5 NETWORKS ASSOCIATES, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) (1) Represents the reduction in CyberMedia's executive compensation costs to reflect the acquisition (2) Represents elimination of legal expenses incurred by CyberMedia related to various shareholder class action lawsuits. (3) Represents amortization of goodwill and other intangibles associated with the CyberMedia acquisition over a seven and a three year amortization period, respectively. (4) Represents income tax effects of including CyberMedia's operating results and the pro forma adjustments set forth above. -----END PRIVACY-ENHANCED MESSAGE-----